EANS-Adhoc: Miba Aktiengesellschaft Mitterbauer
Beteiligungs-Aktiengesellschaft declares conditional increase of squeeze-out
price
Squeeze-out and delisting unanimously approved
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ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is solely responsible for the content of this
announcement.
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Annual & Special Corporate Meetings
12.10.2015
Laakirchen, 12 October 2015
The majority shareholder of Miba AG, Mitterbauer Beteiligungs-Aktiengesellschaft
(MBAG) in today's shareholder meeting which was to decide on the squeeze-out and
delisting of Miba AG, requested the conditional increase of the cash
consideration from EUR 540 per share to EUR 565 per share.
This increase will only become effective upon the three conditions that
1. no objection against the shareholders' resolution is put on record
during the shareholder meeting,
2. no lawsuit for the contestation or rescission of the shareholders'
resolution is filed and
3. no application for a re-assessment of the cash consideration in
accordance with § 6 of the Austrian Squeeze-out Act is made.
This proposal followed an increase of the price offered by MBAG to the preferred
shareholders of Miba AG to EUR 565 per share on 18 September 2015 in the
concurrent voluntary takeover offer.
MBAG justified today's conditional rise in the squeeze-out price with saving
legal and consulting costs as well as time required for the related review
process in the interests of all shareholders. These savings can be passed on to
all remaining free float shareholders in the form of a conditionally increased
cash settlement if this cash compensation is not subject to a lengthy and costly
re-assessment process.
The re-assessment of the cash consideration can be applied for until one month
after the publication of the registration of the squeeze-out with the commercial
register. Accordingly, only in the beginning of January 2016 it will be clear
whether the conditions are met and whether the increase of the cash
consideration has become effective.
The Extraordinary General Meeting has now unanimously approved this resolution
and the resolution on the squeeze out. Accordingly, the listing of Miba AG will
be terminated in the course of the fourth quarter of 2015.
Irrespective of the squeeze-out now decided, the deadline to accept the MBAG's
concurrent voluntary takeover offer at EUR 565 per share will end on 26 November
2015.
end of ad-hoc-announcement
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Miba AG, which is a listed company (WKN 872002), is one of Austria's leading
industrial and technology companies. Formed in Laakirchen in Upper Austria in
1927, the high-tech group today develops and manufactures its products at 22
sites in eleven countries. Miba products can be found in the passenger vehicles,
trucks, construction machinery, trains, ships, aircraft and power plants made or
built by the respective leading global manufacturers. The Company specializes in
engine bearings, friction materials, sintered components and coatings. In
addition, Miba manufactures passive electronic components such as resistors and
cooling systems which are needed, among other things, in power transmission
systems. Moreover, the Company develops and manufactures special machinery for
high-precision machining of large components. Miba employs more than 5,000
members of staff. Revenue in fiscal year 2014-2015 amounted to EUR 669.3
million, while profit before interest and tax (EBIT) was EUR 81.9 million.
Further inquiry note:
Mag. Valerie Weixlbaumer-Pekari
Head of Corporate Communications & Marketing Services
Tel.: +43/664/5416364
mailto:valerie.weixlbaumer@miba.com
Investoren/Analysten
MMag. Markus Hofer
CFO
Tel.: +43/7613/2541-1138
mailto:markus.hofer@miba.com
end of announcement euro adhoc
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issuer: Miba Aktiengesellschaft
Dr.Mitterbauer-Straße 3
A-4663 Laakirchen
phone: 07613/2541-0
FAX: 07613/2541-1010
mail: info@miba.com
WWW: www.miba.com
sector: Industrial Components
ISIN: AT0000734835
indexes: Standard Market Auction
stockmarkets: official market: Wien
language: English